The background paper is Stampin' Up River Rock stamped with Heartfelt Creations Large Elegant Word Background. The image, Impression Obsession Fall Leaves, is stamped in Early Espresso, clear heat embossed and painted with a variety of LuminArte Twinkling H2Os. It is layered on textured Dusty Durango. The sentiment is Annabelle Stamps Sentimental Bluebells. The embellishments are Martha Stewart White dimensional mini pearls.